Form of Supplement Deed relating to the Loan Agreement, dated March 16, 2001



 Exhibit 10.4 
  
 FORM OF SUPPLEMENTAL DEED 
  
 Dated                      2004

  

  
 SUPPLEMENTAL DEED 
 relating to credit
facilities of up to 
 £2,250,000,000 (to be reduced to committed credit facilities of 
 £2,030,000,000, together with uncommitted facilities of £125,000,000) 
  
 among 
  
 TELEWEST COMMUNICATIONS PLC 
 Telewest

  
 TELEWEST COMMUNICATIONS NETWORKS LIMITED 

Borrower 
  
 TELEWEST COMMUNICATIONS NETWORKS LIMITED 
 and CERTAIN SUBSIDIARIES

 and ASSOCIATED PARTNERSHIPS 
 TCN Entities 
  
 TELEWEST GLOBAL, INC.

 Telewest Global 
  
 TELEWEST UK LIMITED 
 Telewest UK

  
 BANK OF AMERICA INTERNATIONAL LIMITED 
 BNY MARKETS LIMITED 
 BARCLAYS CAPITAL

 BAYERISCHE HYPO-UND VEREINSBANK AG 
 CIBC WORLD MARKETS PLC 
 CREDIT SUISSE FIRST BOSTON 
 DEUTSCHE BANK AG LONDON 
 J.P. MORGAN

 THE ROYAL BANK OF SCOTLAND PLC 
 CITIGROUP GLOBAL MARKETS LIMITED 
 TD BANK EUROPE LIMITED 
 WESTLB AG, LONDON BRANCH 
 And

 FORTIS BANK S.A./N.V. 
 Lead Arrangers 
  
 CERTAIN BANKS AND FINANCIAL
INSTITUTIONS 
 Lenders 
  
 CIBC WORLD MARKETS PLC 
 and CANADIAN
IMPERIAL BANK OF COMMERCE 
 Agents 
  
 CIBC WORLD MARKETS PLC 
 New Security
Trustee and Existing Security Trustee 
  









 Contents 
  

					
	Clause	  	 	  	Page


			
	1	  	Interpretation	  	2
			
	2	  	Amendments to the Original Credit Agreement and the Finance Documents	  	3
			
	3	  	Waivers and consents under the Finance Documents	  	4
			
	4	  	Representations and warranties	  	4
			
	5	  	Facility D Lenders	  	5
			
	6	  	Facility C	  	5
			
	7	  	Fees and expenses	  	5
			
	8	  	Prepayment, Cancellation and Conversion	  	5
			
	9	  	Miscellaneous	  	7
			
	10	  	Governing law	  	7

  

							
	 Schedule 1
	  	9
	 Part A
	 	–	  	The Charging Subsidiaries	  	9
	 Part B
	 	–	  	The Associated Partnerships	  	12
	 Part C
	 	–	  	The Lead Arrangers	  	14
	 Part D
	 	–	  	The Lenders	  	15
		
	 Schedule 2 Loan Agreement
	  	19
		
	 Schedule 3 Schedule 1 of the TCN Debenture
	  	20
		
	 Schedule 4
	  	25
	 Part A
	 	–	  	Waivers and consents to the Finance Documents on the Transfer Effective Date	  	25
	 Part B
	 	–	  	Waivers and consents to the Finance Documents on the Equitisation Effective Date	  	27
	 Part C
	 	–	  	Waivers and consents to the Finance Documents on the Recapitalisation Supplemental Deed Effective Date	  	28

  









 THIS SUPPLEMENTAL DEED is dated [·] 2004 and made 
  
 BETWEEN: 
  

	(1)	TELEWEST COMMUNICATIONS PLC as Telewest; 

  

	(2)	TELEWEST COMMUNICATIONS NETWORKS LIMITED as Borrower; 

  

	(3)	THE SUBSIDIARIES OF TCN set out in part A of Schedule 1 as Charging Subsidiaries; 

  

	(4)	THE ASSOCIATED PARTNERSHIPS OF TCN set out in part B of Schedule 1 as Charging Partnerships; 

  

	(5)	TELEWEST GLOBAL, INC. as Telewest Global; 

  

	(6)	TELEWEST UK LIMITED as Telewest UK; 

  

	(7)	THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set out in part C of Schedule 1 as Lead Arrangers; 

  

	(8)	THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set out in part D of Schedule 1 as Lenders; 

  

	(9)	CIBC WORLD MARKETS PLC and CANADIAN IMPERIAL BANK OF COMMERCE as the Agents; 

  

	(10)	CIBC WORLD MARKETS PLC as Existing Security Trustee; and 

  

	(11)	CIBC WORLD MARKETS PLC as New Security Trustee. 

  
 WHEREAS: 
  

	(A)	This Supplemental Deed is supplemental to (i) a loan agreement dated 16 March 2001 made between TCN as Facility A Borrower (1), TCN as Facility B Borrower (2), TCN as Facility C
Borrower (3), TCN and Telewest Finance Corporation as Facility D Borrowers (4), the Subsidiaries of TCN set out in part A of Schedule 1, thereto (5), the Associated Partnerships of TCN set out in part C of Schedule 1 thereto (6), BNY Markets
Limited, CIBC World Markets plc, TD Bank Europe Limited, Barclays Capital, Bayerische Hypo-und Vereinsbank AG, Credit Suisse First Boston, Deutsche Bank AG London, The Fuji Bank, Limited, JPMorgan Chase Bank (formerly J.P. Morgan plc), The Royal
Bank of Scotland plc, Salomon Brothers International Limited, Westdeutsche Landesbank Girozentrale, Fortis Bank S.A./N.V. and Bank of America International Limited as Lead Arrangers (7), certain banks and financial institutions described therein as
Lenders (8), CIBC World Markets plc and Canadian Imperial Bank of Commerce as Agents (9) and CIBC World Markets plc as Existing Security Trustee (10) (the “Original Credit Agreement”) and (ii) a Deed of Subordination dated 16 March
2001 made between Telewest and CIBC Word Markets plc as the Existing Security Trustee (the “Original Telewest Deed of Subordination”). 

  

	(B)	The parties to this Supplemental Deed have agreed that (i) the Original Credit Agreement be amended and waived to the extent set out in this Supplemental Deed, (ii) the Original
Telewest Deed of Subordination be amended to the extent set out in this Supplemental Deed and (iii) the Security Documents referred to at clauses 2.3 and 2.4 be amended to the extent set out in this Supplemental Deed. 

  

 1 








 NOW IT IS HEREBY AGREED as follows: 
  

	1	Interpretation 

  

	1.1	Definitions in Restated Agreement 

  
 Capitalised words and expressions used in this Supplemental Deed shall, unless the context otherwise requires and save as defined below, have the meanings
given to them in the Restated Agreement or, if not defined in the Restated Agreement, the Restated Intercreditor Deed. In this Supplemental Deed, unless the context otherwise requires: 
  
 “Equitisation Effective Date” means, provided that such date occurs after the Transfer Effective Date and
prior to the Recapitalisation Supplemental Deed Effective Date, the date on which the Agent notifies TCN (for and on behalf of the TCN Entities), Telewest Global, Telewest UK, Telewest and the Lenders that it has received the documents and evidence
in part C of Schedule 3, paragraphs 43 and 63 of the Restated Agreement in form and substance satisfactory to the Agent; 
  
 “Original Intercreditor Deed” means an intercreditor deed dated 16 March 2001 and made between TCN (1), Telewest Finance Corporation (2)
Telewest (3), the companies set out in schedule 1 thereto as Original Charging Subsidiaries (4), the partnerships set out in schedule 2 thereto as Original Charging Partnerships (5), CIBC World Markets plc as Security Trustee (6), the Lead Arrangers
(7), CIBC World Markets plc as UK Agent (8), Canadian Imperial Bank of Commerce as US Agent (9), the banks and financial institutions whose names and addresses are set out in schedule 4 thereto as Lenders (10), the companies described therein as
Lessors (11), The Cable Corporation Limited and The Yorkshire Cable Group Limited as Lessees (12), the banks and financial institutions described therein as Original Hedge Counterparties (13), Crosby Sterling Limited (14) and Lloyds Leasing Limited
as agent for the Lessors (15); 
  
 “Original Facility A
Commitment” means the Facility A Commitment as defined in the Original Credit Agreement; 
  
 “Original Facility B Commitment” means the Facility B Commitment as defined in the Original Credit Agreement; 
  
 “Original Facility C Commitment” means the Facility C
Commitment as defined in the Original Credit Agreement; 
  
 “Original Facility B Outstandings” means the Facility B Outstandings as defined in the Original Credit Agreement; 
  
 “Recapitalisation Supplemental Deed Effective Date” means provided that the Transfer Effective Date and the Equitisation Effective Date
have occurred the later of (i) the date on which the Agent notifies TCN (for and on behalf of the TCN Entities), Telewest Global, Telewest UK, Telewest and the Lenders that it has received all the documents and evidence in part C of schedule 3 of
the Restated Agreement in form and substance satisfactory to the Agent (including, without limitation, the documents and evidence in part C of Schedule 3 paragraphs 13, 14, 16, 25, 27, 28, 33 and 62) and (ii) the date on which an office copy of the
court order sanctioning the scheme of arrangement of Telewest is delivered to the registrar of companies for registration; 
  
 “Restated Agreement” means, prior to the Recapitalisation Supplemental Deed Effective Date, the Original Credit Agreement as it will be
amended and waived pursuant to this Supplemental Deed and, with effect from the Recapitalisation Supplemental Deed Effective Date, the Original Credit Agreement as amended and waived pursuant to this Supplemental Deed; 
  
 “Restated Deed of Subordination” means the Deed of
Subordination dated 16 March 2001 given by Telewest in favour of the Existing Security Trustee as amended pursuant to this Supplemental Deed; 
  

 2 








 “Restated Intercreditor Deed” means, prior to the Transfer Effective Date, the Original
Intercreditor Deed as it will be amended and waived pursuant to the Intercreditor Deed Supplemental Deed and, with effect from the Transfer Effective Date, the Original Intercreditor Deed as amended and waived pursuant to the Intercreditor Deed
Supplemental Deed; 
  
 “Supplemental Deed” means
this Supplemental Deed; and 
  
 “Transfer Effective
Date” means the date on which the Agent notifies TCN (for and on behalf of the TCN Entities), Telewest Global, Telewest UK, Telewest and the Lenders that it has received the documents and evidence in part C of Schedule 3 paragraphs 1-12
(inclusive), 15, 17-24 (inclusive), 26, 29-32 (inclusive), 34-42 (inclusive), 44-61 (inclusive) of the Restated Agreement in form and substance satisfactory to the Agent, provided that such date shall occur before the Recapitalisation Supplemental
Deed Effective Date and the Equitisation Effective Date. 
  

	1.2	Interpretation of Original Credit Agreement 

  
 References in the Original Credit Agreement to “this Agreement” shall, with effect from the Recapitalisation Supplemental Deed Effective
Date and unless the context otherwise requires, be references to the Original Credit Agreement as amended by this Supplemental Deed and words such as “herein”, “hereof”, “hereunder”,
“hereafter”, “hereby” and “hereto”, where they appear in the Original Credit Agreement shall be construed accordingly. 
  

	1.3	Incorporation of certain references 

  
 Clauses 1.3, 1.4 and 1.5 of the Original Credit Agreement shall be deemed to be incorporated in this Supplemental Deed in full, mutatis mutandis.

  

	1.4	Contracts (Rights of Third Parties) Act 1999 

  
 No terms of this Supplemental Deed are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this
Supplemental Deed. 
  

	1.5	Effect as a deed 

  
 This Deed is intended to take effect as a deed notwithstanding that the Finance Parties may have executed it under hand only. 
  

	2	Amendments to the Original Credit Agreement and the Finance Documents 

  

	2.1	With effect from the Recapitalisation Supplemental Deed Effective Date, the Original Credit Agreement shall be amended so as to read as set out in Schedule 2 and all obligations in
the Original Credit Agreement will be superseded as of the Recapitalisation Supplemental Deed Effective Date and replaced by the obligations set out in the Restated Agreement attached at Schedule 2 hereto. 

  

	2.2	With effect from the Recapitalisation Supplemental Deed Effective Date, the Original Telewest Deed of Subordination shall be amended so as to read as set out in Schedule 7 of the
Restated Agreement and all obligations in the Original Telewest Deed of Subordination will be superseded as of the Recapitalisation Supplemental Deed Effective Date and replaced by the obligations set out in the Restated Deed of Subordination
attached at Schedule 7 of the Restated Agreement. 

  

	2.3	With effect from the Recapitalisation Supplemental Deed Effective Date, the TCN Debenture shall be amended as follows: 

  

	 	(i)	Schedule 1 shall be deleted in its entirety and replaced by the Schedule attached at Schedule 3 hereto; and 

  

 3 









	 	(ii)	clause 11.1 shall be amended by deleting the words “the Secured Obligations shall be immediately due and payable and”. 

  

	2.4	With effect from the Recapitalisation Supplemental Deed Effective Date, clause 8.1 of the Telewest Loan Assignment, clause 8.1 of the Share Charge, clause 6.1 of each Bond and
Floating Charge and clause 8.1 of each Share Pledge, shall be amended by deleting in their entirety the words “the Secured Obligations shall be immediately due and payable and”. 

  

	2.5	Without prejudice to the generality of clause 2.1, the parties to this Supplemental Deed agree that Canadian Imperial Bank of Commerce shall resign from its appointment as US Agent
with effect from the Transfer Effective Date, notwithstanding the fact that such resignation is not in accordance with clause 19.11 of the Original Credit Agreement and in particular that no successor US Agent will be appointed.


  

	2.6	By their execution of this Supplemental Deed, each of the Charging Entities specifically acknowledges and accepts the terms of this Supplemental Deed and its Schedules and, for the
avoidance of doubt, each Charging Entity agrees that the Security Documents to which it is a party and its obligations thereunder shall remain in full force and effect and the rights of the Beneficiaries and/or the New Beneficiaries thereunder shall
not be prejudicially affected notwithstanding the amendments made to the Original Credit Agreement pursuant to this Supplemental Deed. 

  

	3	Waivers and consents under the Finance Documents 

  

	3.1	With effect from the Transfer Effective Date, the Lenders (i) waive the breaches (if any) of the Finance Documents set out in part A of Schedule 4 to the extent of the matters set
out in part A of Schedule 4 which have occurred or will occur on or before the Transfer Effective Date and (ii) consent to the extent required under the Finance Documents to the transactions set out in part A of Schedule 4 to the extent of the
matters set out in part A of Schedule 4 which have occurred or will occur on or before the Transfer Effective Date. 

  

	3.2	With effect from the Equitisation Effective Date, the Lenders (i) waive the breaches (if any) of the Finance Documents set out in part B of Schedule 4 to the extent of the matters
set out in part B of Schedule 4 which have occurred or will occur on or before the Equitisation Effective Date and (ii) consent to the extent required under the Finance Documents to the transaction set out in part B of Schedule 4 to the extent of
the matters set out in part B of Schedule 4 which have occurred or will occur on or before the Equitisation Effective Date. 

  

	3.3	With effect from the Recapitalisation Supplemental Deed Effective Date, the Lenders (i) waive the breaches (if any) of the Finance Documents set out in part C of Schedule 4 to the
extent of the matters set out in part C of Schedule 4 which have occurred or will occur on or before the Recapitalisation Supplemental Deed Effective Date and (ii) consent to the extent required under the Finance Documents to the transaction set out
in part C of Schedule 4 to the extent of the matters set out in part C of Schedule 4 which have occurred or will occur on or before the Recapitalisation Supplemental Deed Effective Date. 

  

	3.4	The occurrence of the Equitisation Effective Date, the Transfer Effective Date and the Recapitalisation Supplemental Deed Effective Date are each subject to the condition that the
Agent shall have received the documents and evidence set out in such definitions in form and substance satisfactory to the Agent. These conditions are inserted solely for the benefit of the Lenders and may be waived on their behalf in whole or in
part and with or without conditions by the Agent acting on the instructions of all the Lenders. 

  

	4	Representations and warranties 

  

	4.1	The representations and warranties in clauses 9.1 and 9.2 of the Restated Agreement shall be deemed to be repeated by such TCN Entity in respect of itself on and as of the date of
the Supplemental Deed and the Recapitalisation Supplemental Deed Effective Date. 

  

 4 









	4.2	The representations and warranties in clause 5.1 of each Deed of Subordination shall be deemed to be repeated by each of Telewest, Telewest UK and Telewest Global in respect of
itself on and as of the date of the Supplemental Deed and the Recapitalisation Supplemental Deed Effective Date. 

  

	5	Facility D Lenders 

  
 Each Facility D Lender hereby agrees that: 
  

	5.1	if there is a refinancing of the entire Senior Indebtedness on or prior to the Facility A Repayment Date, the Facility B Repayment Date or (as the case may be) the Facility C
Repayment Date, it shall accept such refinancing provided that all amounts outstanding under Facility D are satisfied in full at par upon the date of such refinancing. 

  

	5.2	if there is a refinancing of the entire Senior Indebtedness it shall release the Security Trustee Security provided that, to the extent that it has continuing claims and obligations
under the refinancing, there is granted replacement security acceptable to it in its absolute discretion of at least an equivalent nature, value and ranking to the Security granted under the Security Trustee Security Documents.


  

	6	Facility C 

  
 Each TCN Entity party to any pooling agreement, guarantee or similar arrangement entered into in connection with Facility C and the Ancillary Facilities
Letter (the “Facility C Arrangements”) hereby acknowledges the amendments made to Facility C and the Ancillary Facilities Letters and confirms that the obligations of the TCN Entities under the Facility C Arrangements shall be
continuing obligations and the liability of such TCN Entities under the Facility C Arrangements shall not be released or reduced in any manner. 
  

	7	Fees and expenses 

  

	7.1	Fees 

  
 The Borrower shall pay to the Agent (for and on behalf of the Lenders) an amendment fee of an amount set out in an amendment fee letter dated on or about the date of this Deed. 
  

	7.2	Expenses 

  
 The Borrower shall pay to the Agent on the Recapitalisation Supplemental Deed Effective Date all reasonable expenses (including legal, other professional,
printing and out of pocket expenses) incurred by the Lenders, the Agent, the Existing Security Trustee and the New Security Trustee in connection with the negotiation, preparation (including reasonable due diligence) and execution of this
Supplemental Deed and any document referred to herein or in part C of Schedule 3 to the Restated Agreement together with interest at the rate referred to in clause 5.10 of the Restated Agreement from the date falling 30 days after the date of demand
for payment of such expense to the date of payment (as well after as before judgment). 
  

	7.3	Stamp and other duties (general) 

  
 TCN shall (i) pay all stamp, documentary, registration or other like duties or taxes (including any duties or Taxes payable by the Finance Parties)
imposed on or in connection with this Supplemental Deed and any document referred to herein or in part C of Schedule 3 to the Restated Agreement and (ii) shall indemnify the Finance Parties against any liability arising by reason of delay or
omission by TCN to pay such duties or Taxes. 
  

	8	Prepayment, Cancellation and Conversion 

  

	8.1	TCN hereby gives notice to the Agent that, and the parties hereby agree that, on the Recapitalisation Supplemental Deed Effective Date: 

  

	8.1.1	TCN shall make the payment of £160,000,000 referenced in paragraph 29 of part C of Schedule 3 of the Restated Agreement to the Agent which shall be applied in prepayment of
Facility A and Facility B in the manner set out in clause 8.1.4; 

  

 5 









	8.1.2	£95,000,000 of Facility B shall be cancelled and upon such cancellation taking effect the Original Facility B Commitment of each Lender shall be reduced proportionately save
that, for the purposes of this clause 8.1.2 only, a Lender’s Original Facility C Commitment shall be added to such Lenders’ Original Facility B Commitment when determining the proportion of the Original Facility B Commitment to be reduced;


  

	8.1.3	Part of the Original Facility B Outstandings shall convert to Facility B Outstandings (as such term is defined in the Restated Agreement) so that the Facility B Outstandings (as
such term is defined in the Restated Agreement) shall reflect the amounts set out in column 2 of part E of Schedule 1 of the Restated Agreement; 

  

	8.1.4	Payments referred to in clause 8.1.1 shall be applied: 

  

	 	(a)	in prepayment in full of the Facility B Outstandings pursuant to clause 8.1.3 and simultaneously therewith each Lender shall assume the Facility B Commitment set out in column 2 of
part E of Schedule 1 of the Restated Agreement as a Facility B Lender; 

  

	 	(b)	by way of a £20,000,000 part prepayment of the Facility A Outstandings (as such term is defined in the Original Credit Agreement) such prepayment to reduce the Original
Facility A Commitment of each Facility A Lender pro rata. In accordance with clause 7.12.1 of the Original Credit Agreement, no amounts prepaid in respect of Facility A may be reborrowed and such prepayment shall operate as a cancellation of the
relevant Original Facility A Commitments on the Recapitalisation Supplemental Deed Effective Date. 

  

	8.1.5	Upon the cancellation pursuant to clause 8.1.2, the conversion pursuant to clause 8.1.3 and the prepayments pursuant to clause 8.1.4, the remainder of the Original Facility B
Outstandings shall convert to and be aggregated with the Facility A Outstandings (as such term is defined in the Restated Agreement) and that part of Facility B (as such term is defined in the Original Credit Agreement) so converted shall form part
of Facility A (as such term is defined in the Restated Agreement) and the Facility A Commitment and Facility A Contribution (each such term as defined in the Restated Agreement) of each Facility A Lender shall become the Facility A Commitment and
Facility A Contribution set out in column 1 of part E of Schedule 1 of the Restated Agreement. 

  

	8.1.6	Facility D1 and Facility D3 shall be cancelled and Facility D2 shall thereafter be called “Facility D” and the Facility D Commitment and Facility D Contribution (as each
such term is defined in the Restated Agreement) of each Facility D Bank shall become the Commitment and Contribution as set out in column 4 of part E of Schedule 1 of the Restated Agreement. 

  

	8.2	Each of the steps set out in clause 8.1.1, 8.1.2, 8.1.3, 8.1.4 and 8.1.6 shall happen simultaneously on the Recapitalisation Supplemental Deed Effective Date and each of the steps
set out in clause 8.1 is conditional upon all steps in clause 8.1 having occurred and accordingly if all such steps are not completed on the Recapitalisation Supplemental Deed Effective Date none of them shall be deemed to have occurred.


  

	8.3	On the Recapitalisation Supplemental Deed Effective Date, following the completion of the steps set out in clause 8.1, the Agent shall distribute to the Lenders the payments
received by it pursuant to clause 8.1.1 to reflect such steps so that the Facility A Commitment, Facility A Contribution, Facility B Commitment, Facility C Commitment and Facility D Commitment of each Lender is as set out in part E of Schedule 1 of
the Restated Agreement. 

  

	8.4	For the purpose of this clause 8 only, all parties hereto agree to the order of such prepayments notwithstanding clause 7.11 of the Original Credit Agreement.


  

 6 









	8.5	Other than to the extent set out in clause 7, no fees shall be payable in connection with the reduction, cancellation, prepayment and conversion described in clause 8.1 and for
interest calculation purposes, each Advance under Facility A constituted by clause 8.1.5 shall be deemed to have been drawn down on the first day of the then current Interest Period for the relevant existing Advance under Facility B (as such term is
defined in the Original Credit Agreement) for an Interest Period identical to such current Interest Period and interest shall accrue on each such Advance under Facility A accordingly. 

  

	8.6	The Margin in respect of each Interest Period in respect of each Advance outstanding on the Recapitalisation Supplemental Deed Effective Date, shall be adjusted with effect from the
Recapitalisation Supplemental Deed Effective Date in accordance with the proviso set out in sub-paragraph (i) of clause 5.2.1 of the Restated Agreement. 

  

	9	Miscellaneous 

  

	9.1	Continuation of Original Credit Agreement 

  
 Save as amended and waived by this Supplemental Deed, the provisions of the Original Credit Agreement and the Original Telewest Deed of Subordination
shall continue in full force and effect and the Original Credit Agreement or (as the case may be) the Original Telewest Deed of Subordination and the relevant provisions of this Supplemental Deed shall be read and construed as one instrument.

  

	9.2	Counterparts 

  
 This Supplemental Deed may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed
and delivered shall be an original but all counterparts shall together constitute one and the same instrument. 
  

	9.3	Finance Documents 

  
 The parties to this Supplemental Deed agree that this Supplemental Deed shall be a Finance Document for the purposes of the Original Credit Agreement and
the Restated Agreement. 
  

	9.4	Partial Invalidity 

  
 The illegality, invalidity or unenforceability of any provision of this Supplemental Deed under the law of any jurisdiction shall not affect its legality,
validity or enforceability under the law of any other jurisdiction, nor shall it affect the legality, validity or enforceability of any other provision. 
  

	10	Governing law 

  

	10.1	Law 

  
 This Supplemental Deed is governed by and shall be construed in accordance with English law. 
  

	10.2	Submission to Jurisdiction 

  
 Telewest, Telewest Global, Telewest UK and each TCN Entity agree for the benefit of the Finance Parties that any legal action or proceedings in connection
with this Supplemental Deed against Telewest, Telewest Global, Telewest UK or any TCN Entity or any of their respective assets may be brought in the English courts. Telewest, Telewest Global, Telewest UK and each TCN Entity irrevocably and
unconditionally submit to the jurisdiction of such courts and in the case of the TCN Entities which are not incorporated or organised under the laws of England, irrevocably designate, appoint and empower TCN at present of Export House, Cawsey Way,
Woking Surrey GU21 6QX and in the case of Telewest Global irrevocably designates, appoints and empowers Law Debenture Corporate Services Limited at present of Fifth Floor, 100 Wood Street, London EC2V 7EX to receive for them and on their behalf,
service of process issued out of the English courts in any legal action or proceedings arising out of or in connection with this 

  

 7 








 
Supplemental Deed. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Finance Parties to take
proceedings against any of Telewest, Telewest Global, Telewest UK or any TCN Entity to enforce any judgment obtained in any court referred to in this clause 10.2 in any jurisdiction in which any of the assets of Telewest, Telewest Global, Telewest
UK or any TCN Entity are situated, nor shall the taking of proceedings in any one or more jurisdiction referred to in this clause 10.2 preclude the taking of proceedings in any other such jurisdiction, whether concurrently or not. 

 

	10.3	Inconvenient Forum 

  
 Telewest, Telewest Global, Telewest UK and each TCN Entity irrevocably waives any objection it may have now or hereafter to the laying of venue of any
action or proceedings in any court of jurisdiction referred to in clause 10.2 and any claim it may have now or hereafter that any action or proceedings brought in such courts or jurisdiction has been brought in an inconvenient forum. 
  
 IN WITNESS whereof the parties to this Supplemental Deed have caused this Supplemental
Deed to be duly executed the day and year first above written. 
  

 8 








 Schedule 1 
  

Part A - The Charging Subsidiaries 
  

			
	 (1)
 COMPANY NAME

	  	 (2)
 COMPANY NUMBER


	 Birmingham Cable Corporation Limited
	  	2170379
	 Birmingham Cable Finance Limited
	  	60972
	 Birmingham Cable Limited
	  	2244565
	 Bravo TV Limited
	  	02342064
	 Cable Camden Limited
	  	01795642
	 Cable Enfield Limited
	  	02466511
	 Cable Hackney & Islington Limited
	  	01795641
	 Cable Haringey Limited
	  	01808589
	 Cable London Limited
	  	01794264
	 Central Cable Holdings Limited
	  	3008567
	 Crystal Palace Radio Limited
	  	01459745
	 Flextech Broadband Limited
	  	04125315
	 Flextech Broadcasting Limited
	  	04125325
	 Filegale Limited
	  	2804553
	 Flextech (1992) Limited
	  	01190025
	 Flextech (Travel Channel) Limited
	  	03427763
	 Flextech Children’s Channel Limited
	  	02678881
	 Flextech Communications Limited
	  	02588902
	 Flextech Digital Broadcasting Limited
	  	03298737
	 Flextech Family Channel Limited
	  	02856303
	 Flextech Interactive Limited
	  	03184754
	 Flextech IVS Limited
	  	02678882
	 Flextech Media Holdings Limited
	  	02678886
	 Flextech Rights Limited
	  	02981104
	 Flextech Television Limited
	  	02294553
	 Flextech Video Games Limited
	  	02670821

  

 9 









			
	 (1)
 COMPANY NAME

	  	 (2)
 COMPANY NUMBER


	 General Cable Group Limited
	  	2872852
	 General Cable Holdings Limited
	  	2798236
	 General Cable Limited
	  	2369824
	 Imminus Limited
	  	1785381
	 IVS Cable Holdings Limited
	  	41688
	 Maidstone Broadcasting
	  	02721189
	 Middlesex Cable Limited
	  	2460325
	 Sheffield Cable Communications Limited
	  	2465953
	 Southwestern Bell International Holdings Limited
	  	2378768
	 Starstream Limited
	  	01733724
	 Telewest Communications (Central Lancashire) Limited
	  	1737862
	 Telewest Communications (Cotswolds) Limited
	  	1743081
	 Telewest Communications (Dundee & Perth) Limited
	  	SC096816
	 Telewest Communications (Liverpool) Limited
	  	1615567
	 Telewest Communications (London South) Limited
	  	1697437
	 Telewest Communications (Midlands and North West) Limited
	  	2795350
	 Telewest Communications (Midlands) Limited
	  	1882074
	 Telewest Communications (Motherwell) Limited
	  	SC121617
	 Telewest Communications (North East) Limited
	  	2378214
	 Telewest Communications (North West) Limited
	  	2321124
	 Telewest Communications (Scotland Holdings) Limited
	  	SC150058
	 Telewest Communications (Scotland) Limited
	  	SC80891
	 Telewest Communications (South East) Limited
	  	2270764
	 Telewest Communications (South Thames Estuary) Limited
	  	2270763
	 Telewest Communications (South West) Limited
	  	2271287
	 Telewest Communications (St. Helens & Knowsley) Limited
	  	2466599
	 Telewest Communications (Tyneside) Limited
	  	2407676
	 Telewest Communications (Wigan) Limited
	  	2451112

  

 10 









			
	 (1)
 COMPANY NAME

	  	 (2)
 COMPANY NUMBER


	 Telewest Communications Cable Limited
	  	2883742
	 Telewest Communications Group Limited
	  	2514287
	 Telewest Communications Holdings Limited
	  	2982404
	 Telewest Communications (Nominees) Limited
	  	2318746
	 Telewest Limited
	  	03291383
	 Telewest Parliamentary Holdings Limited
	  	2514316
	 The Cable Corporation Limited
	  	2075227
	 Theseus No. 1 Limited
	  	2994027
	 Theseus No. 2 Limited
	  	2994061
	 UK Living Limited
	  	02802598
	 United Artists Investments Limited
	  	02761569
	 Windsor Television Limited
	  	1745542
	 Yorkshire Cable Communications Limited
	  	2490136
	 The Yorkshire Cable Group Limited
	  	2782818
	 Eurobell (Holdings) Limited
	  	29404215
	 Eurobell (Sussex) Limited
	  	2272340
	 Eurobell (South West) Limited
	  	1796131
	 Eurobell (West Kent) Limited
	  	2886001
	 Eurobell (IDA) Limited
	  	3373001
	 Eurobell Internet Services Limited
	  	3172207
	 Eurobell CPE Limited
	  	2742145
	 Eurobell Limited
	  	2983427
	 EMS Investments Limited
	  	3373057
	 Eurobell (No.2) Limited
	  	3405634
	 Eurobell (No.3) Limited
	  	3006948
	 Eurobell (No.4) Limited
	  	2983110

  

 11 








 Part B - The Associated Partnerships 
  

			
	 (1)
 PARTNERSHIP NAME

	  	 (2)
 PRINCIPAL PLACE OF BUSINESS


	 Avon Cable Joint Venture
	  	 700 Waterside Drive
 Aztec West
 Almondsbury
 Bristol BS12 4ST

		
	 Avon Cable Limited Partnership
	  	 700 Waterside Drive
 Aztec West
 Almondsbury
 Bristol BS12 4ST

		
	 Cotswolds Cable Limited Partnership
	  	 Concord House,
 Staverton Technology Park,

Staverton,
 Cheltenham,
 Gloucestershire GL51 6TQ

		
	 Edinburgh Cable Limited Partnership
	  	 1 South Gyle Crescent Lane
 Edinburgh EH2
9EG

		
	 Estuaries Cable Limited Partnership
	  	 Communications House, Scimitar Park,
 Courtauld
Park,
 Basildon,
 Essex SS1 1ND

		
	 London South Cable Partnership
	  	 Communications Centre
 5 Factory Lane
 Croydon
 Surrey

		
	 TCI/US WEST Cable Communications Group
	  	 Genesis Business Park,
 Albert Drive,
 Woking,
 Surrey GU21 5RW

		
	 Telewest Communications (London South) Joint Venture
	  	 Communications Centre
 5 Factory Lane
 Croydon
 Surrey

		
	 Telewest Communications (Cotswolds) Venture
	  	 Network Centre
 Staverton Technology Park

Staverton
 Cheltenham
 Gloucestershire GL51 6TQ

		
	 Telewest Communications (North East) Partnership
	  	 Communications House,
 1 Duke’s Way
West,
 Team Valley,
 Gateshead,
 County Durham NE11 6EG


  

 12 









			
	 (1)
 PARTNERSHIP NAME

	  	 (2)
 PRINCIPAL PLACE OF BUSINESS


	 Telewest Communications (Scotland) Venture
	  	 1 South Gyle Crescent Lane
 Edinburgh EH2
9EG

		
	 Telewest Communications (South East) Partnership
	  	 Communications House,
 Scimitar Park,
 Courtauld Park,
 Basildon,
 Essex SS1 1ND

		
	 Tyneside Cable Limited Partnership
	  	 Communications House,
 1 Duke’s Way
West,
 Team Valley,
 Gateshead,
 County Durham NE11 6EG

		
	 United Cable (London South) Limited Partnership
	  	 Communications Centre
 5 Factory Lane
 Croydon
 Surrey


  

 13 








 Part C - The Lead Arrangers 
  

			
	 Bank of America International Limited
	  	1 Alie Street, London E1 8DE
		
	 Barclays Capital
	  	5 The North Colonnade, Canary Wharf, London E14 4BB
		
	 Bayerische Hypo-und Vereinsbank AG
	  	Vintners Place, 68 Upper Thames Street, London EC4V 3BJ
		
	 BNY Markets Limited
	  	One Canada Square, London E14 5AL
		
	 CIBC World Markets Plc
	  	Cottons Centre, Cottons Lane, London SE1 2QL
		
	 CITIGROUP GLOBAL Markets Limited
 (formerly Salomon Brothers International
 Limited)
	  	33 Canada Square, Canary Wharf, London E14 5LB
		
	 Credit Suisse First Boston
	  	1-5 Cabot Square, London E14 4QR
		
	 Deutsche Bank AG, London
	  	Winchester House, 1 Great Winchester Street, London EC2N 2DB
		
	 Fortis Bank S.A./N.V.
	  	Camomile Court, 23 Camomile Street, London EC3A 7PP
		
	 J.P. Morgan
	  	125 London Wall, London EC2Y 5AJ
		
	 The Royal Bank of Scotland plc
	  	Corporate and Institutional Banking (Technology, Media & Telecom) 8th Floor, 135 Bishopsgate, London EC2M 3UR
		
	 TD Bank Europe Limited
	  	Triton Court, 14/18 Finsbury Square, London EC2A 1DB
		
	 WestLB AG, London Branch (formerly Westdeutsche Landesbank Girozentrale)
	  	51 Moorgate, London EC2R 6AE

  

 14 








 Part D - The Lenders 
  

			
	Name, address and contact details
		
	 ABC International Bank plc
	  	 1-5 Moorgate, London EC2R 6AB
  
 Contact: Naeem Sethi

		
	 AMP Nominees Ltd (Hendersons)
	  	 C/o Henderson Global Investors, 4 Broadgate, London EC2M 2DA
  

Contact: Julian Green

		
	 Bank of America, N.A.
	  	 1 Alie Street, London E1 8DE
  
 Contact: Richard Woods

		
	 The Bank of New York
	  	 One Canada Square, London E14 5AL
  
 Contact:
 Cilla Housego, Loans Administration

		
	 The Governor and Company of The Bank of Scotland
	  	 Project & Specialised Industries Finance
 Orchard
Brae House
 Level 2
 30 Queensferry Road
 Edinburgh EH4 2UG
  
 Contact:
 Alan Hogarth

		
	 Barclays Bank PLC
	  	 5 The North Colonnade, Canary Wharf, London E14 4BB
  
 Contact: Ian Stewart

		
	 Bayerische Hypo-und Vereinsbank AG
	  	 Vintners Place
 68 Upper Thames Street
 London EC4V 3BJ
  
 Contact: Martin Self

		
	 Bayerische Landesbank Girozentrale,
	  	 Bavaria House
 13/14 Appold Street
 London EC2A 2NB
  
 Contact: David Mellotte

		
	 Canadian Imperial Bank of Commerce, London
 Branch
	  	 Cottons Centre, Cottons Lane, London SE1 2QL
  
 Contact: Supervisor, Corporate Lending Middle Office

		
	 Citibank, N.A.
	  	 33 Canada Square, Canary Wharf, London E14 5LB
  
 Contact: Graham Thrower/Paul House


  

 15 









			
	Name, address and contact details
		
	 CIT Group Structured Finance (UK) Limited
	  	 66 Buckingham Gate, London SW1E 6AU
  
 Contact: Iain Hunter

		
	 Credit Lyonnais
	  	 Broadwalk House, 5 Appold St, London EC2A 2DA
  
 Contact: Katy Brown

		
	 Credit Suisse First Boston
	  	 1-5 Cabot Square, London E14 4QR
  
 Contact: Team 1/Loan Services

		
	 Debt Strategies Fund, Inc. (Merrill Lynch)
	  	[·]
		
	 Deutsche Bank AG, London
	  	 Winchester House, 1 Great Winchester Street, London EC2N 2DB
  
 Contact: N J Whelan/Elizabeth Keegan

		
	 Dresdner Bank AG London Branch
	  	 Riverbank House
 2 Swan Lane
 London
 EC4R 3UY
  
 Contact: Philip McDonald/Aidan O’Byrne

		
	 Fleet National Bank
	  	 39 Victoria Street
 London SW1H 0ED
  
 Contact: Lisa Verdigi/Julie Onions

		
	 Fortis Bank S.A./N.V.
	  	 Camomile Court, 23 Camomile Street, London EC3A 7PP
  
 Contact: Wayne Robertson

		
	 GE Capital Structured Finance Group Ltd
	  	 Clarges House
 6-12 Clarges Street
 London W1J 8DH
  
 Contact: Stefano Cavalleri

		
	 General Electric Capital Corporation
	  	 120 Long Ridge Road
 Stamford
 CT 06927
  
 Contact: Bhupesh Gupta/Stefano Cavalleri

		
	 Goldman Sachs Credit Partners L.P.
	  	 Peterborough Court, 133 Fleet St, London EC4A 2BB
  
 Contact: Julian Salisbury


  

 16 









			
	Name, address and contact details
		
	 ING Bank N.V.
	  	 Bijlmerplein 888
 1102 MG Amsterdam
 The Netherlands
  
 Contact: Annelies Hartog/Rene Versendaal

		
	 JPMorgan Chase Bank (formerly The Chase
 Manhattan Bank)
	  	 125 London Wall
 London
 EC2Y 5AJ
  
 Contact: Stephen Marford/Steve Clarke

		
	 Lehman Commercial Paper Inc.
	  	 One Broadgate, London EC2M 7HA
  
 Contact: Stephen Hodges

		
	 Merrill Lynch Global Investment Series: Income
 Strategy Portfolio
	  	[·]
		
	 Merrill Lynch Credit Products LLC
	  	[·]
		
	 National Westminster Bank plc
	  	 Corporate & Institutional Banking (Technology, Media & Telecom)
 8th Floor
 135 Bishopsgate
 London EC2M 3UR
  
 Contact: David Ellis

		
	 NM Rothschild
	  	 New Court, St Swithin’s Lane, London EC4P 4DU
  
 Contact: Alina Addison

		
	 Coöperatieve Centrale Raiffeisen-
 Boerenleenbank B.A. (Rabobank International,
 London Branch)
	  	 Thames Court, One Queenhithe, London EC4V 3RL
  
 Contact: William Hendriks

		
	 The Royal Bank of Scotland plc
	  	 Corporate & Institutional Banking (Technology, Media & Telecom)
 8th Floor
 135 Bishopsgate
 London EC2M 3UR
  
 Contact: David Ellis

		
	 Scotiabank Europe plc
	  	 Scotia House
 33 Finsbury Square
 London
 EC2A 1BB
  
 Contact: Joanne Coombs/Stephen Caller


  

 17 









			
	Name, address and contact details
		
	 Skandinaviska Enskilda Banken (Publ)
	  	 Kungsträdgards-gatan 8
 106-40
Stockholm
 Sweden
  
 Contact:
 Peter Bergengren

		
	 SPCP (Silverpoint (Capital))
	  	 C/o Silverpoint Capital, 600 Steamboat Rd, Greenwich CT, 06830
  
 Contact: Tim Babitch

		
	 The Toronto- Dominion Bank
	  	 Triton Court, 14/18 Finsbury Square, London EC2A 1DB
  
 Contact: Sala Fitt

		
	 Westdeutsche Landesbank Girozentrale
	  	 51 Moorgate, London EC2R 6AE
  
 Contact: Carly Baker/Michelle Phillips


  

 18 








 Schedule 2 
 Loan Agreement 
  
 [Insert Restated Facility Agreement here] 
  

 19 








 Schedule 3 
 Schedule 1 of the TCN Debenture 
  
 Part A - English Companies - Original Charging Subsidiaries 
  

							
	 (1)
 COMPANY NAME

	  	 (2)
 COMPANY NUMBER

	  	 (3)
 SHAREHOLDER

	  	 (4)
 NO. OF SHARES


				
	Telewest Communications Group Limited	  	2514287	  	Telewest Communications Holdings Ltd	  	2 Ordinary
				
	Telewest Communications Cable Limited	  	2883742	  	Telewest Ltd	  	1,001,244,940 Ordinary
				
	Telewest Communications Holdings Limited	  	2982404	  	TCN	  	100 Ordinary
				
	Telewest Parliamentary Holdings Limited	  	25614316	  	Telewest Communications Holdings Ltd	  	2 Ordinary
				
	Theseus No 1 Limited	  	2994027	  	Telewest Communications Cable Ltd	  	100,000 Ordinary
				
	Theseus No 2 Limited	  	2994061	  	Telewest Communications Cable Ltd	  	100,000 Ordinary
				
	Telewest Communications (Cotswolds) Limited	  	1743081	  	Telewest Communications (Nominees) Limited (on behalf of TC/US West Cable Communications Group	  	300,000 Ordinary A
600 Ordinary B
				
	 	  	 	  	Theseus No. 1 Ltd.	  	37,500 Ordinary A
75 Ordinary B
				
	 	  	 	  	Theseus No. 2 Ltd.	  	37,500 Ordinary A
75 Ordinary B
				
	Telewest Communications (Midlands and North West) Limited	  	2795350	  	Telewest Ltd.	  	516,615,260 Ordinary
				
	Southwestern Bell International Holdings Limited	  	2378768	  	Telewest Communications (Midlands & North West)	  	109,348,680 Ordinary
				
	Telewest Communications (Midlands) Limited	  	1882074	  	Southwestern Bell International Holdings Ltd.	  	87,826 Ordinary
				
	Telewest Communications (North West) Limited	  	2321124	  	Southwestern Bell International Holdings Ltd.	  	114,298 Ordinary
				
	Telewest Communications (Wigan) Limited	  	2451112	  	Telewest Communications (North West) Ltd	  	15,117,731 Ordinary
				
	Telewest Communications (Central Lancashire) Limited	  	1737862	  	Telewest Communications (North West) Ltd.	  	22,544,826 Ordinary
				
	Telewest Communications (Liverpool) Limited	  	1615567	  	 Cable Communications Limited
 Telewest Communications
(North West) Ltd.
	  	 250,251 Ordinary
  
 20,772,125 Ordinary

				
	Telewest Communications (St. Helens & Knowsley) Limited	  	2466599	  	Telewest Communications (North West) Ltd.	  	2 Ordinary
				
	Telewest Communications (London South) Limited	  	1697437	  	 Crystal Palace Radio Limited
  
 Theseus No. 1 Limited
 Theseus No. 2 Limited
  
 United Cable (London South) Ltd. Partnership
	  	 415,490 Ordinary
  
 52,149 Ordinary
 52,148 Ordinary
  
 1,389,794
Ordinary


  

 20 









							
	 (1)
 COMPANY NAME

	  	 (2)
 COMPANY NUMBER

	  	 (3)
 SHAREHOLDER

	  	 (4)
 NO. OF SHARES


				
	Telewest Communications (South West) Limited	  	2271287	  	Telewest Communications (Nominees) Limited on behalf of TCI/US West Cable Communications Group	  	4,835,181 Ordinary
				
	Birmingham Cable Corporation Limited	  	2170379	  	Telewest Ltd.	  	51,073,486 Ordinary
				
	Birmingham Cable Limited	  	2244565	  	Birmingham Cable Corporation Ltd	  	2 Ordinary
				
	Central Cable Holdings Limited	  	3008567	  	Birmingham Cable Corporation Ltd	  	2 Ordinary
				
	General Cable Limited	  	2369824	  	Telewest Communications Networks Limited	  	366,453,843 Ordinary
				
	General Cable Holdings Limited	  	2798236	  	 Telewest Ltd
  
 Warrant to Bearer (on register 4 Jul 96)
	  	 100 Deferred Shares
 6,187,735 Ordinary (US $1)
 71,295,618 Ordinary (US$1)

				
	The Cable Corporation Limited	  	2075227	  	General Cable Holdings Limited	  	 18,225,389 Ordinary
 1,000,000 B Ordinary
 2 Special

				
	Windsor Television Limited	  	1745542	  	The Cable Corporation Limited	  	3,305,716 Ordinary
				
	Middlesex Cable Limited	  	2460325	  	The Cable Corporation Ltd	  	2 Ordinary
				
	The Yorkshire Cable Group Limited	  	2782818	  	General Cable Holdings Limited	  	 88,950,048 Ordinary 10p
 88,950,048 Ordinary US$0.01
 88,950,048 Deferred

				
	Sheffield Cable Communications Limited	  	2465953	  	The Yorkshire Cable Group Limited	  	1,530,750 Ordinary
				
	Yorkshire Cable Communications Limited	  	2490136	  	The Yorkshire Cable Group Limited	  	51,808,773 Ordinary
				
	Filegale Limited	  	2804553	  	General Cable Holdings Ltd	  	 339,000 Ordinary 10p
 172,890 C Ordinary 10p

				
	Imminus Limited	  	1785381	  	Filegale Limited	  	1000 Ordinary
				
	General Cable Group Limited	  	2872852	  	General Cable Holdings Limited	  	1 Ordinary
				
	Cable London Limited	  	01794264	  	Telewest Ltd	  	 54,021,202 A Ordinary
 1,551,714 B Ordinary

				
	Cable Hackney & lslington Limited	  	01795641	  	Cable London Limited (formerly Cable London PLC)	  	1,200 Ordinary
				
	Cable Camden Limited	  	01795842	  	Cable London Limited (formerly Cable London PLC)	  	1,200 Ordinary
				
	Cable Enfield Limited	  	02466511	  	Cable London Limited (formerly Cable London PLC)	  	1,200 Ordinary
				
	Cable Haringey Limited	  	01808589	  	Cable London Limited (formerly Cable London PLC)	  	1,200 Ordinary
				
	Telewest Limited	  	03291383	  	Telewest Communications Networks Limited	  	7,732,635 Ordinary

  

 21 









							
	 (1)
 COMPANY NAME

	  	 (2)
 COMPANY NUMBER

	  	 (3)
 SHAREHOLDER

	  	 (4)
 NO. OF SHARES


				
	Flextech Broadband Limited (formerly Cheltrading 283 Limited)	  	4125315	  	Telewest Communications Networks Limited	  	1,670,600,007 Ordinary
				
	Flextech Broadcasting Limited (formerly Cheltrading 284 Limited)	  	4125325	  	Telewest Communications Networks Limited	  	1,131,810,002 Ordinary
				
	Flextech (1992) Limited	  	01190025	  	Flextech Broadband Limited (formerly Cheltrading 283 Ltd.)	  	550,104,472 Ordinary
				
	Flextech IVS Limited	  	02678882	  	Flextech (1992) Ltd. Flextech Media Holdings Limited	  	 10 Ordinary
 990 Ordinary

				
	Flextech Rights Limited	  	02981104	  	Flextech Broadband Limited (formerly Cheltrading 283 Ltd)	  	2 Ordinary
				
	UK Living Limited	  	02802598	  	Flextech Broadcasting Limited (formerly Cheltrading 284 Ltd.	  	93,501 Ordinary 42,499 Ordinary
				
	United Artists Investments Limited	  	02761569	  	TCN	  	 2 non-voting
 100 voting

				
	Flextech Digital Broadcasting Limited	  	03298737	  	TCN	  	2 Ordinary
				
	Starstream Limited	  	01733724	  	Flextech Broadcasting Limited (formerly Cheltrading 284 Ltd.)	  	 20,000 A Ordinary
 8,451,100 B Ordinary
 2,741,256 C Ordinary

				
	Bravo TV Limited	  	02342064	  	Flextech Broadcasting Limited (formerly Cheltrading 284 Ltd.)	  	2 Ordinary
				
	Maidstone Broadcasting	  	02721189	  	Flextech Broadcasting Limited (formerly Cheltrading 284 Ltd.)	  	6,394,000 Ordinary
				
	Flextech Media Holdings Limited	  	02678886	  	Flextech (1992) Limited	  	 990 Ordinary
 10 Ordinary

				
	Flextech Children’s Channel Limited	  	02678881	  	Flextech Media Holdings Limited	  	1000 Ordinary
				
	Flextech Video Games Limited	  	02670821	  	TCN	  	2 Ordinary
				
	Flextech Communications Limited	  	02588902	  	 Flextech Children’s Channel Limited
 Flextech (1992)
Limited
	  	 21 Deferred Ordinary 6,121,786 A Ordinary
 2,991,256 B Ordinary

				
	Flextech Family Channel Limited	  	02856303	  	Flextech Media Holdings Limited	  	2 Ordinary
				
	Flextech Television Limited	  	02294553	  	Flextech Broadband Limited (formerly Cheltrading 283 Limited)	  	100 Ordinary
				
	Flextech Interactive Limited	  	03184754	  	Flextech Broadband Limited (formerly Cheltrading 283 Limited)	  	2 Ordinary
				
	Flextech (Travel Channel) Limited	  	03427763	  	Telewest Communications Networks Limited	  	2 Ordinary

  

 22 









							
	 (1)
 COMPANY NAME

	  	 (2)
 COMPANY NUMBER

	  	 (3)
 SHAREHOLDER

	  	 (4)
 NO. OF SHARES


				
	Telewest Communications (North East) Limited	  	2378214	  	Telewest Communications (Nominees) Limited on behalf of TCI/US West Cable Communications Group	  	1,000 Ordinary
				
	Telewest Communications (South East) Limited	  	2270764	  	 Telewest Communications (Nominees) Limited
 TCI/US West
Cable Communications Group
	  	 1 Ordinary
 1 Ordinary

				
	Telewest Communications (South Thames Estuary) Limited	  	2270763	  	 Telewest Communications (Nominees) Limited
 TCI/US West
Cable Communications Group
	  	 1 Ordinary
 1 Ordinary

				
	Crystal Palace Radio Limited	  	01459745	  	TCl/US West Cable Communications	  	757,951 Ordinary
				
	Telewest Communications (Tyneside) Limited	  	2407676	  	Telewest Communications (North East) Limited	  	2 Ordinary

  
 Part B - Acceding
Chargors 
  

							
				
	Eurobell (Holdings) Limited	  	2904215	  	Telewest Limited	  	 63,818,186 Ordinary
 6,980,889 12.5%
 Cumulative
 Redeemable Pref.
 3,555,000 10.03%
 Cumulative
 Redeemable Pref.

				
	Eurobell Limited	  	2983427	  	Eurobell (Holdings) Limited	  	1 Ordinary
				
	Eurobell (IDA) Limited	  	3373001	  	Eurobell (Holdings) Limited	  	1 Ordinary
				
	Eurobell (No 2) Limited	  	3405634	  	Eurobell Limited	  	1 Ordinary
				
	Eurobell (No 3) Limited	  	3006948	  	Eurobell Limited	  	1,430,042 Ordinary
				
	Eurobell (No 4) Limited	  	2983110	  	Eurobell Limited	  	2 Ordinary
				
	Eurobell (South West) Limited	  	1796131	  	Eurobell (Holdings) Limited	  	4,500,000 Ordinary
				
	Eurobell (Sussex) Limited	  	2272340	  	Eurobell (Holdings) Limited	  	4,500,000 Ordinary
				
	Eurobell (West Kent) Limited	  	2886001	  	Eurobell (Holdings) Limited	  	2 Ordinary
				
	Eurobell (CPE) Limited	  	2742145	  	Eurobell (Holdings) Limited	  	2 Ordinary
				
	Eurobell Internet Services Limited	  	3172207	  	Eurobell (Holdings) Limited	  	1 Ordinary
				
	EMS Investments Limited	  	3373057	  	Eurobell (IDA) Limited	  	1 Ordinary
				
	Telewest Communications (Nominees) Limited	  	2318746	  	Telewest Communications Holdings Limited	  	2 Ordinary

  
 Part C - Scottish
Companies 
  

							
				
	Telewest Communications (Dundee & Perth) Limited	  	SC096816	  	 Telewest Communications Scotland Holdings Limited
 (CIBC)
	  	17,560,989 Ordinary
				
	Telewest Communications (Motherwell) Limited	  	SC121617	  	 Telewest Communications Scotland Holdings Limited
 (CIBC)
	  	8,637,702 Ordinary
				
	Telewest Communications (Scotland) Limited	  	SC80891	  	 Telewest Communications Scotland Holdings Ltd
 (CIBC)
	  	480,000 Ordinary
				
	Telewest Communications (Scotland Holdings) Limited	  	SC150058	  	 Telewest Ltd
 (CIBC)
	  	48,236,221 Ordinary

  

 23 








 Part D - Jersey Companies 
  

							
				
	IVS Cable Holdings Limited	  	41688	  	 Flextech Broadband Limited (formerly Cheltrading 283 Limited
 Flextech (1992) Limited
	  	 70,352 Ordinary
 6,337 Ordinary

				
	Birmingham Cable Finance Limited	  	60972	  	Birmingham Cable Limited	  	 [175,000] Cumulative Redeemable
 Preference Shares
 20 Ordinary [to be
 confirmed by Jersey
 counsel]


  

 24 








 Schedule 4 
 Part A - Waivers and consents to the Finance Documents 
 on the Transfer Effective Date

  
 Composite Guarantee and Debenture dated 16 March 2001 (the
“Composite Guarantee and Debenture”) 
  

	1	Clause 16.3.2 (Subsidiaries) in respect of the representation given in Clause 16.3.2 (Subsidiaries) of the Composite Guarantee and Debenture. 


 

	2	Clause 16.3.4 (Repetition) on an ongoing basis until the Recapitalisation Supplemental Deed Effective Date in respect of the representation given in Clause 16.3.2
(Subsidiaries) of the Composite Guarantee and Debenture. 

  
 Telewest Subordination Deed dated 16 March 2001 
  

	3	Clause 2.1.3 (Restricted Payments) in respect of the cancellation of certain intercompany loans owed by TCN to Telewest as set out in Part 1, A, Step Number 1 of the agreed
form steps and documentation paper produced by Freshfields Bruckhaus Deringer (the “Steps Paper”). 

  
 Telewest Assignment of Loans dated March 2001 
  

	4	Clause 2.2.1 (Restrictions on dealing with Assigned Assets) in respect of the Encumbrance in favour of the New Security Trustee to be created by Telewest UK over the Assigned
Assets. 

  

	5	Clause 2.2.2 (Restrictions on dealing with Assigned Assets) and clause 10.6.2 (Restriction of the Company’s rights) in respect of (i) the transfer as set out in
Part 1, B, Step Number 9 of the Steps Paper by Telewest of, inter alia, all the Telewest Loans to Telewest UK which is itself not a TCN Entity and (ii) the earlier release of some of the intercompany debt owed by TCN to Telewest as set out in
Part 1, A, Step Number 1 of the Steps Paper. 

  

	6	Clause 10.6.1 (Restriction of the Company’s rights) in respect of the indemnity from Telewest UK contained in clause [9] of the Transfer Agreement (in its form as at the
Transfer Effective Date). 

  

	7	Clause 13.1.10 (Ownership of Assigned Assets) in respect of (i) the transfer by Telewest of the Assigned Assets to Telewest UK as set out in Part 1, B, Step Number 9 of the
Steps Paper and (ii) the Encumbrance created by Telewest UK in favour of the New Security Trustee over the Assigned Assets. 

  
 Telewest Charge over Shares of Telewest Communications Networks Limited dated 16 March 2001 (“Charge over Shares”) 
  

	8	Clause 3.1.1 (Title to Shares) in respect of the transfer by Telewest of, inter alia, all the Shares and Secured Property to Telewest UK as set out in Part 1, B, Step
Number 9 of the Steps Paper. 

  

	9	Clause 3.2 (Repetition of representations and warranties) on an ongoing basis in respect of waiver of Clause 3.1.1 of the Charge over Shares. 

  

	10	Clause 4.2.3(a) (Negative undertakings) in respect of the Encumbrance to be created by Telewest UK in favour of the New Security Trustee over the Secured Property.


  

 25 









	11	Clause 4.2.3(b) (Negative undertakings) in respect of Telewest UK being registered as holder of the Secured Property pursuant to the transfer by Telewest of the Secured
Property to Telewest UK under Part 1, B, Step Number 9 of the Steps Paper. 

  

	12	Clause 4.2.3(c) (Negative undertakings) in respect of the transfer by Telewest of the Secured Property to Telewest UK which is itself not a directly, wholly owned subsidiary
of Telewest under Part 1, B, Step Number 9 of the Steps Paper. 

  

	13	Clause 4.2.3(g) (Negative undertakings) in respect of the transfer by Telewest of the Secured Property to Telewest UK. 

  

	14	Clause 11.6.1 (Restriction of the Shareholder’s rights) in respect of the indemnity from Telewest UK contained in clause [9] of the Transfer Agreement (in its form as at
the Transfer Effective Date). 

  

	15	Clause 11.6.2 (Restriction of the Shareholder’s rights) in respect of (i) the transfer as set out in Part 1, B, Step Number 9 of the Steps Paper by Telewest of, inter
alia, all the Telewest Loans to Telewest UK which is itself not a TCN Entity and (ii) the earlier release of some of the intercompany debt owed by TCN to Telewest as set out in Part 1, A, Step Number 1 of the Steps Paper.


  
 Original Credit Agreement 
  

	1	Clause 12.1.1 (Negative Pledge) in respect of the Encumbrances to be created by the TCN Entities in favour of the New Security Trustee under the New Restructuring Hedge
Security Documents. 

  

	2	Clause 12.1.3 (Disposals) in respect of the novations of intercompany debts referred to in Part 1, A, Step Numbers 2-8 (inclusive). 

  

 26 








 Part B - Waivers and consents to the Finance Documents 
 on the Equitisation Effective Date 
  
 Original Credit Agreement/Charge over Shares (as defined in Schedule 4 Part A above) 
  

	1	Clause 12.1.6 (Issue of Shares) of the Original Credit Agreement/Clause 4.2.3(d) of the Charge over Shares in respect of TCN issuing new shares to Telewest UK which is not
itself a TCN Entity as set out in Part 1, C, Steps Number 13 and 14 of the Steps Paper. 

  
 Telewest Assignment of Loans dated 16 March 2001 
  

	2	Clause 2.2.2 (Restrictions on dealing with the Assigned Assets) in respect of the equitisation of various Telewest Loans as set out in Part 1, C, Steps Number 13 and 14 of
the Steps Paper. 

  

	3	Clause 3.1.3 (Variation, amendment etc) in respect of the equitisation of various Telewest Loans as set out in Part 1, C, Steps Number 13 and 14 of the Steps Paper.


  

 27 








 Part C - Waivers and consents to the Finance Documents 
 on the Recapitalisation Supplemental Deed Effective Date 
  
 Events of default relating to events surrounding the proposed recapitalisation, readjustment, rescheduling and/or reorganisation of the share capital of Telewest
and/or any Indebtedness of Telewest (the “Recapitalisation”). 
  
 Original Credit Agreement 
  

	1	Clause 14.1.2 (Breach of certain obligations) in respect of TCN’s failure to notify the Agent of any likely Default or breach of clause 13 (Financial Covenants)
and in respect of TCN’s failure to meet the financial covenants at Clause 13.1.1 (Total TCN Group Senior Debt/Consolidated Annualised TCN Group Net Operating Cash Flow and at Clause 13.1.3 ( TCN GroupCash Paying Debt Interest Cover) for
the Quarterly Periods ending on December 31 2002, 31 March 2003 and 30 September 2003. 

  

	2	Clause 14.1.4 (Misrepresentation) in respect of the Recapitalisation to the extent that it has resulted in a breach of the representation at Clause 10.1.7 (No
Litigation) in respect of any claims relating to the Recapitalisation which have been made against Telewest by, inter alios, its creditors including without limitation the legal process specified at paragraph 6 below;


  

	3	Clause 14.1.6 (Cross-default) in respect of the failure by Telewest to meet certain interest payments when due under its high yield bond Indebtedness and in respect of the
resulting cross default of certain hedging agreements including, inter alia, (a) the agreement dated 14 October 1997 between The Royal Bank of Scotland plc and Telewest and the schedule and confirmations thereto; (b) the agreement dated 8 October
1998 between JPMorgan Chase Bank and Telewest and the schedule and confirmations thereto; (c) the agreement dated 21 August 2000 between The Bank of New York and Telewest and the schedule and confirmations thereto and certain Lease Agreements
entered into by Telewest or by TCN prior to the date hereof; 

  

	4	Clause 14.1.7 (Hedging Default) in respect of the Recapitalisation which has entitled the hedge counterparties to accelerate the hedge agreements specified at (a), (b) and
(c) of paragraph 3 above; 

  

	5	Clause 14.1.9 (Insolvency) in respect of the failure by Telewest to meet certain interest payments when due under its high yield bond Indebtedness and in respect of the
Recapitalisation; 

  

	6	Clause 14.1.10 (Legal process) in respect of, inter alia, the winding up petition relating to Telewest made by Credit Agricole Indosuez (London branch) supported by
The Royal Bank of Scotland plc and The Huff Alternative Fund, L.P; 

  

	7	Clause 14.1.11 (Compositions) in respect of the steps and negotiations leading up to the proposed Recapitalisation; 

  

	8	Clause 14.1.14 (Analogous Proceedings) in respect of any analogous breaches of Clauses 14.1.9 (Insolvency), 14.1.10 (Legal Process), 14.1.11 (Compositions),
14.1.12 (Winding-up) and 14.1.13 (Administration) in Jersey or in New York or in any other jurisdiction in relation to the failure by Telewest to meet certain interest payments when due under its high yield bond Indebtedness or
relating to the Recapitalisation generally; and 

  

	9	Clause 14.1.15(b) (Change of control of TCN or any Charging Subsidiary or Charging Partnerships) in respect of the transfer by Telewest of its shareholding in TCN to Telewest
UK and in respect of TCN ceasing to be a wholly owned Subsidiary of Telewest. 

  

 28 









	10	Clause 14.1.20 (Material Events) in respect of the Recapitalisation. 

  
 Deed of Subordination relating to the Original Credit Agreement 
  

	11	Clause 2.1.1 (Restricted Payments) in respect of any payments made by TCN to Telewest which were not Permitted Payments as defined in the Original Credit Agreement.


  

	12	Clause 3.2 (Payments Contrary to this Deed) in respect of the payments specified at paragraph 11 above. 

  

	13	Clause 5.1.5 (No Litigation) in respect of the litigation specified at paragraph 2 above. 

  

	14	Clause 6.1.1 (Change to Agreed Securities) in respect of the Recapitalisation. 

  

	15	Clause 6.1.3 (TCN to be wholly-owned) in respect of the transfer by Telewest of, inter alia, all assets (including the shares of TCN) to Telewest UK and in respect of
TCN ceasing to be wholly-owned by Telewest. 

  

 29 









			
	Telewest	 	 
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS PLC
	 	)
		
	The Borrower	 	 
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 NETWORKS LIMITED
	 	)
	 By:
	 	)
		
	The Charging Subsidiaries and TCN Entities	 	 
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 BIRMINGHAM CABLE CORPORATION LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 BIRMINGHAM CABLE FINANCE LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 BIRMINGHAM CABLE LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 BRAVO TV LIMITED
	 	 
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 CABLE CAMDEN LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 CABLE ENFIELD LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 CABLE HACKNEY & ISLINGTON LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 CABLE HARINGEY LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 CABLE LONDON LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 CENTRAL CABLE HOLDINGS LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH BROADBAND LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH BROADCASTING LIMITED
	 	)

  

 30 









			
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 CRYSTAL PALACE RADIO LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FILEGALE LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH (1992) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH (TRAVEL CHANNEL) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH CHILDREN’S CHANNEL LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH COMMUNICATIONS LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH DIGITAL BROADCASTING LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH FAMILY CHANNEL LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH INTERACTIVE LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH IVS LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH MEDIA HOLDING LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH RIGHTS LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH SATELLITE INVESTMENTS
	 	)
	 LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 FLEXTECH TELEVISION LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)

  

 31 









			
	 FLEXTECH VIDEO GAMES LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 GENERAL CABLE GROUP LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 GENERAL CABLE HOLDINGS LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 GENERAL CABLE LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 HSN DIRECT INTERNATIONAL LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 IMMINUS LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 IVS CABLE HOLDINGS LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 MAIDSTONE BROADCASTING
	 	)
	 MIDDLESEX CABLE LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 SHEFFIELD CABLE COMMUNICATIONS
	 	)
	 LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 SOUTHWESTERN BELL INTERNATIONAL
	 	)
	 HOLDINGS LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 STARSTREAM LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS (CENTRAL
	 	)
	 LANCASHIRE) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (COTSWOLDS) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)

  

 32 









			
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 (DUNDEE & PERTH) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (LIVERPOOL) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (LONDON SOUTH) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 (MIDLANDS AND NORTH WEST) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (MIDLANDS) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (MOTHERWELL) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (NORTH EAST) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (NORTH WEST) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (SCOTLAND) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (SOUTH EAST) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (SOUTH THAMES ESTUARY) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (SOUTH WEST) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)

  

 33 









			
	 TELEWEST COMMUNICATIONS
	 	)
	 (ST. HELENS & KNOWSLEY) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (TYNESIDE) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (WIGAN) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS CABLE
	 	)
	 LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS GROUP
	 	)
	 LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS HOLDINGS
	 	)
	 LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST COMMUNICATIONS (NOMINEES)
	 	)
	 LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 TELEWEST PARLIAMENTARY HOLDINGS
	 	)
	 LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 THE CABLE CORPORATION LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 THESEUS NO 1 LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 THESEUS NO 2 LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 UK LIVING LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 UNITED ARTISTS INVESTMENTS LIMITED
	 	)

  

 34 









			
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 WINDSOR TELEVISION LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 THE YORKSHIRE CABLE GROUP LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL (HOLDINGS) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL (SUSSEX) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL (SOUTH WEST) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL (WEST KENT) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL (IDA) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL INTERNET SERVICES LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL CPE LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EMS INVESTMENTS LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL (NO.2) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL (NO.3) LIMITED
	 	)
		
	 EXECUTED and DELIVERED as a DEED by
	 	)
	 EUROBELL (NO.4) LIMITED
	 	)

  

 35 








 (A) COLORADO LIMITED PARTNERSHIPS 
  

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 AVON CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 COTSWOLDS CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 EDINBURGH CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 ESTUARIES CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 TYNESIDE CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
	 	)

  

 36 









			
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 UNITED CABLE (LONDON
	 	)
	 SOUTH) LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
	 	)

  
 (B) COLORADO GENERAL
PARTNERSHIPS 
  

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 LONDON SOUTH CABLE
	 	)
	 PARTNERSHIP
	 	)
	 by its managing partner
	 	)
	 UNITED CABLE (LONDON SOUTH)
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 CRYSTAL PALACE RADIO LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 TCI/US WEST CABLE
	 	)
	 COMMUNICATIONS GROUP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
	 	)

  

 37 








 (C) ENGLISH PARTNERSHIPS 
  
 The Partners of Avon Cable Joint Venture 
  

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 AVON CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (SOUTH WEST) LIMITED
	 	)

  
 The Partners of Telewest
Communications (London South) Joint Venture 
  

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 LONDON SOUTH CABLE
	 	)
	 PARTNERSHIP
	 	)
	 by its managing partner
	 	)
	 UNITED CABLE (LONDON
	 	)
	 SOUTH) LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (LONDON SOUTH) LIMITED
	 	)

  

 38 








 The Partners of Telewest Communications (Cotswolds) Venture 
  

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 COTSWOLDS CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (COTSWOLDS) LIMITED
	 	)

  
 The Partners of Telewest
Communications (Scotland) Venture 
  

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 EDINBURGH CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (SCOTLAND) LIMITED
	 	)

  
 The Partners of Telewest
Communications (South East) Partnership 
  

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 ESTUARIES CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (SOUTH EAST) LIMITED
	 	)

  

 39 









			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (SOUTH THAMES ESTUARY) LIMITED
	 	)

  
 The Partners of Telewest
Communications (North East) Partnership 
  

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 for and on behalf of
	 	)
	 TYNESIDE CABLE
	 	)
	 LIMITED PARTNERSHIP
	 	)
	 by its general partner
	 	)
	 THESEUS NO.1 LIMITED
  
	 	)
	 and by its general partner
	 	)
	 THESEUS NO.2 LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (NORTH EAST) LIMITED
  
	 	)
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST COMMUNICATIONS
	 	)
	 (TYNESIDE) LIMITED
	 	)

  
 Telewest Global

  

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST GLOBAL, INC
	 	)

  
 Telewest UK 

 

			
	 EXECUTED and DELIVERED as a DEED
	 	)
	 by
	 	)
	 TELEWEST UK LIMITED
	 	)

  
 The Lead Arrangers

  

			
	 SIGNED for and on behalf of
	 	)
	 BANK OF AMERICA INTERNATIONAL
	 	)
	 LIMITED
	 	)
	 by:
	 	)

  

 40 









			
	 SIGNED for and on behalf of
	 	)
	 BARCLAYS CAPITAL (the investment banking
	 	)
	 division of BARCLAYS BANK PLC)
	 	)
	 by:
  
	 	)
	 SIGNED for and on behalf of
	 	)
	 BAYERISCHE HYPO-UND
	 	)
	 VEREINSBANK AG
	 	)
	 by:
  
	 	)
	 SIGNED for and on behalf of
	 	)
	 BNY MARKETS LIMITED
	 	)
	 by:
  
	 	)
	 SIGNED for and on behalf of
	 	)
	 CIBC WORLD MARKETS PLC
	 	)
	 by:
  
	 	)
	 SIGNED for and on behalf of
	 	)
	 CREDIT SUISSE FIRST BOSTON
	 	)
	 by:
  
	 	)
	 SIGNED for and on behalf of
	 	)
	 DEUTSCHE BANK AG, LONDON
	 	)
	 by:
  
	 	)
	 SIGNED for and on behalf of
	 	)
	 FORTIS BANK S.A./N.V.
	 	)
	 by:
  
	 	)
	 SIGNED for and on behalf of
	 	)
	 J.P. MORGAN
	 	)
	 by:
  
	 	)
	 SIGNED for and on behalf of
	 	)
	 THE ROYAL BANK OF SCOTLAND PLC
	 	)
	 by:
	 	)

  

 41 









			
	 SIGNED for and on behalf of
	 	)
	 CITIGROUP GLOBAL MARKETS LIMITED
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 TD BANK EUROPE LIMITED
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 WEST LB, LONDON BRANCH
	 	)
	 by:
	 	)
		
	 The Lenders
	 	 
		
	 SIGNED for and on behalf of
	 	)
	 ABC INTERNATIONAL BANK PLC
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 AMP NOMINEES LIMITED(HENDERSONS)
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 BANK OF AMERICA, N.A.
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 THE BANK OF NEW YORK
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 THE GOVERNOR AND COMPANY OF
	 	)
	 THE BANK OF SCOTLAND
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 BARCLAYS BANK PLC
	 	)
	 by:
	 	)

  

 42 









			
	 SIGNED for and on behalf of
	 	)
	 BAYERISCHE HYPO-UND
	 	)
	 VEREINSBANK AG
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 BAYERISCHE LANDESBANK
	 	)
	 GIROZENTRALE
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 CANADIAN IMPERIAL BANK OF COMMERCE,
	 	)
	 LONDON BRANCH
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 CITIBANK, N.A.
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 CIT GROUP STRUCTURED FINANCE (UK)
	 	)
	 LIMITED
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 CREDIT LYONNAIS
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 CREDIT SUISSE FIRST BOSTON
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 DEBT STRATEGIES FUND, INC.
	 	)
	 (MERRILL LYNCH)
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 DEUTSCHE BANK AG, LONDON
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 DRESDNER BANK AG LONDON BRANCH
	 	)
	 by:
	 	)

  

 43 









			
	 SIGNED for and on behalf of
	 	)
	 FLEET NATIONAL BANK
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 FORTIS BANK S.A./N.V.
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 GE CAPITAL STRUCTURED FINANCE
	 	)
	 GROUP LIMITED
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 GENERAL ELECTRIC CAPITAL
	 	)
	 CORPORATION
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 GOLDMAN SACHS CREDIT PARTNERS L.P.
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 ING BANK N.V.
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 JPMORGAN CHASE BANK
	 	)
	 (FORMERLY THE CHASE MANHATTAN
	 	)
	 BANK)
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 LEHMAN COMMERCIAL PAPER INC
	 	)
	 by:
	 	)
		
	 SIGNED by
	 	)
	 MERRILL LYNCH GLOBAL INVESTMENT
	 	)
	 SERIES: INCOME STRATEGY PORTFOLIO
	 	)
	 by:
	 	)
		
	 SIGNED by
	 	)
	 MERRILL LYNCH CREDIT
	 	)

  

 44 









			
	 PRODUCTS LLC
	 	)
	 by:
	 	)
		
	 SIGNED by
	 	)
	 THE ROYAL BANK OF SCOTLAND PLC
	 	)
	 as agent for and on behalf of
	 	)
	 NATIONAL WESTMINSTER BANK PLC
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 NM ROTHSCHILD
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 COÖPERATIEVE CENTRALE
	 	)
	 RAIFFEISEN-BOERENLEENBANK
	 	)
	 B.A. (RABOBANK INTERNATIONAL,
	 	)
	 LONDON BRANCH)
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 THE ROYAL BANK OF SCOTLAND PLC
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 SCOTIABANK EUROPE PLC
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 SKANDINAVISKA ENSKILDA BANKEN
	 	)
	 (Publ) by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 SPCP (SILVERPOINT CAPITAL)
	 	)
	 by:
	 	)

  

 45 









			
	 SIGNED for and on behalf of
	 	)
	 THE TORONTO-DOMINION BANK
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 WESTDEUTSCHE LANDESBANK
	 	)
	 GIROZENTRALE
	 	)
	 by:
	 	)
		
	 The Agents
	 	 
		
	 SIGNED for and on behalf of
	 	)
	 CIBC WORLD MARKETS PLC
	 	)
	 by:
	 	)
		
	 SIGNED for and on behalf of
	 	)
	 CANADIAN IMPERIAL BANK
	 	)
	 OF COMMERCE
	 	)
	 by:
	 	)
		
	 Existing Security Trustee
	 	 
		
	 SIGNED for and on behalf of
	 	)
	 CIBC WORLD MARKETS PLC
	 	)
	 in its capacity as security trustee for the
	 	)
	 Beneficiaries
	 	)
	 by:
	 	)
		
	 New Security Trustee
	 	 
		
	 SIGNED for and on behalf of
	 	)
	 CIBC WORLD MARKETS PLC
	 	)
	 in its capacity as security trustee for the
	 	)
	 New Beneficiaries
	 	)
	 by:
	 	)

  

 46